exv4w6






Exhibit 4.6




REGISTRATION RIGHTS AGREEMENT




     This REGISTRATION RIGHTS AGREEMENT dated July 2, 2008 (the “Agreement”) is entered into by and
among Lender Processing Services, Inc., a Delaware corporation (the “Company”), the guarantors
listed in Schedule 1 hereto (the “Guarantors”), and J.P. Morgan Securities Inc., Banc of America
Securities LLC and Wachovia Capital Markets, LLC, as representatives (the “Representatives”) of the
several initial purchasers (the “Initial Purchasers”).



     The Company, the Guarantors and the Initial Purchasers are parties to the Purchase Agreement
dated June 18, 2008 (the “Purchase Agreement”), which provides for the sale by the Selling
Noteholders (as defined therein) to the Initial Purchasers of $375,000,000 aggregate principal
amount of the Company’s 8.125% Senior Notes due 2016 (the “Securities”) which will be guaranteed on
an unsecured senior basis by each of the Guarantors. As an inducement to the Initial Purchasers to
enter into the Purchase Agreement, the Company and the Guarantors have agreed to provide to the
Initial Purchasers and their direct and indirect transferees the registration rights set forth in
this Agreement. The execution and delivery of this Agreement is a condition to the closing under
the Purchase Agreement.



     In consideration of the foregoing, the parties hereto agree as follows:



     1. Definitions. As used in this Agreement, the following terms shall have the
following meanings:



     “Additional Guarantor” shall mean any subsidiary of the Company that executes a Subsidiary
Guarantee under the Indenture after the date of this Agreement.



     “Business Day” shall mean any day that is not a Saturday, Sunday or other day on which
commercial banks in New York City are authorized or required by law to remain closed.



     “Company” shall have the meaning set forth in the preamble and shall also include the
Company’s successors.



     “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.



     “Exchange Dates” shall have the meaning set forth in Section 2(a)(ii) hereof.



 









 





     “Exchange Offer” shall mean the exchange offer by the Company and the Guarantors of Exchange
Securities for Registrable Securities pursuant to Section 2(a) hereof.



     “Exchange Offer Registration” shall mean a registration under the Securities Act effected
pursuant to Section 2(a) hereof.



     “Exchange Offer Registration Statement” shall mean an exchange offer registration statement on
Form S-4 (or, if applicable, on another appropriate form) and all amendments and supplements to
such registration statement, in each case including the Prospectus contained therein or deemed a
part thereof, all exhibits thereto and any document incorporated by reference therein.



     “Exchange Securities” shall mean the senior notes issued by the Company and guaranteed by the
Guarantors under the Indenture containing terms identical to the Securities (except that the
Exchange Securities will not be subject to restrictions on transfer or to any increase in annual
interest rate for failure to comply with this Agreement) and to be offered to Holders of Securities
in exchange for Securities pursuant to the Exchange Offer.



     “Free Writing Prospectus” means each free writing prospectus (as defined in Rule 405 under the
Securities Act) prepared by or on behalf of the Company or used or referred to by the Company in
connection with the sale of the Securities or the Exchange Securities.



     “Guarantors” shall have the meaning set forth in the preamble and shall also include any
Guarantor’s successors and any Additional Guarantors.



     “Holders” shall mean the Initial Purchasers, for so long as they own any Registrable
Securities, and each of their successors, assigns and direct and indirect transferees who become
owners of Registrable Securities under the Indenture; provided that for purposes of Sections 4 and
5 of this Agreement, the term “Holders” shall include Participating Broker-Dealers.



     “Indemnified Person” shall have the meaning set forth in Section 5(c) hereof.



     “Indemnifying Person” shall have the meaning set forth in Section 5(c) hereof.



     “Indenture” shall mean the Indenture relating to the Securities dated as of July 2, 2008 among
the Company, the Guarantors and U.S. Bank Corporate Trust Company, as trustee, and as the same may
be amended from time to time in accordance with the terms thereof.



     “Initial Purchasers” shall have the meaning set forth in the preamble.



2









 





     “Inspector” shall have the meaning set forth in Section 3(a)(xiii) hereof.



     “Issuer Information” shall have the meaning set forth in Section 5(a) hereof.



     “Majority Holders” shall mean the Holders of a majority of the aggregate principal amount of
the outstanding Registrable Securities; provided that whenever the consent or approval of Holders
of a specified percentage of Registrable Securities is required hereunder, any Registrable
Securities owned directly or indirectly by the Company or any of its affiliates shall not be
counted in determining whether such consent or approval was given by the Holders of such required
percentage or amount; and provided, further, that if the Company shall issue any additional
Securities under the Indenture prior to consummation of the Exchange Offer or, if applicable, the
effectiveness of any Shelf Registration Statement, such additional Securities and the Registrable
Securities to which this Agreement relates shall be treated together as one class for purposes of
determining whether the consent or approval of Holders of a specified percentage of Registrable
Securities has been obtained.



     “Participating Broker-Dealers” shall have the meaning set forth in Section 4(a) hereof.



     “Person” shall mean an individual, partnership, limited liability company, corporation, trust
or unincorporated organization, or a government or agency or political subdivision thereof.



     “Prospectus” shall mean the prospectus included in, or, pursuant to the rules and regulations
of the Securities Act, deemed a part of, a Registration Statement, including any preliminary
prospectus, and any such prospectus as amended or supplemented by any prospectus supplement,
including a prospectus supplement with respect to the terms of the offering of any portion of the
Registrable Securities covered by a Shelf Registration Statement, and by all other amendments and
supplements to such prospectus, and in each case including any document incorporated by reference
therein.



     “Purchase Agreement” shall have the meaning set forth in the preamble.



     “Registrable Securities” shall mean the Securities; provided that the Securities shall cease
to be Registrable Securities (i) when a Registration Statement with respect to such Securities has
become effective under the Securities Act and such Securities have been exchanged or disposed of
pursuant to such Registration Statement, (ii) such Security is sold pursuant to Rule 144 under the
Securities Act or (iii)when such Securities cease to be outstanding.



3









 





     “Registration Expenses” shall mean any and all expenses incident to performance of or
compliance by the Company and the Guarantors with this Agreement, including without limitation: (i)
all SEC, stock exchange or National Association of Securities Dealers, Inc. registration and filing
fees, (ii) all fees and expenses incurred in connection with compliance with state securities or
blue sky laws (including reasonable and documented fees and disbursements of counsel for any
Underwriters or Holders in connection with blue sky qualification of any Exchange Securities or
Registrable Securities), (iii) all expenses of any Persons in preparing or assisting in preparing,
word processing, printing and distributing any Registration Statement, any Prospectus and any
amendments or supplements thereto, any underwriting agreements, securities sales agreements or
other similar agreements and any other documents relating to the performance of and compliance with
this Agreement, (iv) all rating agency fees, (v) all fees and disbursements relating to the
qualification of the Indenture under applicable securities laws, (vi) the fees and disbursements of
the Trustee and its counsel, (vii) the fees and disbursements of counsel for the Company and the
Guarantors and, in the case of a Shelf Registration Statement, reasonable and documented fees and
disbursements of one counsel for the Holders (which counsel shall be selected by the Majority
Holders and which counsel may also be counsel for the Initial Purchasers) and (viii) the fees and
disbursements of the independent public accountants of the Company and the Guarantors, including
the expenses of any special audits or “comfort” letters required by or incident to the performance
of and compliance with this Agreement, but excluding any and all fees and expenses of counsel to
the Underwriters (other than fees and expenses set forth in clause (ii) above) or the Holders and
underwriting discounts and commissions, brokerage commissions and transfer taxes, if any, relating
to the sale or disposition of Registrable Securities by a Holder.



     “Registration Statement” shall mean any registration statement of the Company and the
Guarantors that covers any of the Exchange Securities or Registrable Securities pursuant to the
provisions of this Agreement and all amendments and supplements to any such registration statement,
including post-effective amendments, in each case including the Prospectus contained therein or
deemed a part thereof, all exhibits thereto and any document incorporated by reference therein.



     “SEC” shall mean the United States Securities and Exchange Commission.



     “Securities” shall have the meaning set forth in the preamble.



     “Securities Act” shall mean the Securities Act of 1933, as amended from time to time.



     “Shelf Additional Interest Date” shall have the meaning set forth in Section 2(d) hereof.



4









 





     “Shelf Effectiveness Period” shall have the meaning set forth in Section 2(b) hereof.



     “Shelf Registration” shall mean a registration effected pursuant to Section 2(b) hereof.



     “Shelf Registration Statement” shall mean a “shelf” registration statement of the Company and
the Guarantors that covers all or a portion of the Registrable Securities (but no other securities
unless approved by a majority of the Holders whose Registrable Securities are to be covered by such
Shelf Registration Statement) on an appropriate form under Rule 415 under the Securities Act, or
any similar rule that may be adopted by the SEC, and all amendments and supplements to such
registration statement, including post-effective amendments, in each case including the Prospectus
contained therein or deemed a part thereof, all exhibits thereto and any document incorporated by
reference therein.



     “Shelf Request” shall have the meaning set forth in Section 2(b) hereof.



     “Subsidiary Guarantees” shall mean the guarantees of the Securities and Exchange Securities by
the Guarantors under the Indenture.



     “Staff” shall mean the staff of the SEC.



     “Target Registration Date” shall have the meaning set forth in Section 2(d) hereof.



     “Trust Indenture Act” shall mean the Trust Indenture Act of 1939, as amended from time to
time.



     “Trustee” shall mean the trustee with respect to the Securities under the Indenture.



     “Underwriter” shall have the meaning set forth in Section 3(e) hereof.



     “Underwritten Offering” shall mean an offering in which Registrable Securities are sold to an
Underwriter for reoffering to the public.



     2. Registration Under the Securities Act. (a) To the extent not prohibited by any
applicable law or applicable interpretations of the Staff, the Company and the Guarantors shall use
their reasonable best efforts to (i) cause to be filed with the SEC an Exchange Offer Registration
Statement covering an offer to the Holders to exchange all the Registrable Securities for Exchange
Securities and (ii) to the extent necessary to ensure that the Prospectus contained in any Exchange
Offer Registration Statement is available for sales of



5









 







Registrable Securities by any Participating Broker-Deals, have such Registration Statement
remain effective until 180 days after the last Exchange Date for use by one or more Participating
Broker-Dealers or such shorter period as will terminate when all Registrable Securities covered by
such Registration Statement have been sold pursuant thereto. The Company and the Guarantors shall
commence the Exchange Offer promptly after the Exchange Offer Registration Statement is declared
effective by the SEC and use their reasonable best efforts to complete the Exchange Offer not later
than 60 days after such effective date.



     The Company and the Guarantors shall commence the Exchange Offer by mailing the related
Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder
stating, in addition to such other disclosures as are required by applicable law, substantially the
following:




	(i)	 	that the Exchange Offer is being made pursuant to this Agreement and that all Registrable
Securities validly tendered and not properly withdrawn will be accepted for exchange;
	 
	(ii)	 	the dates of acceptance for exchange (which shall be a period of at least 20 Business Days
from the date such notice is mailed) (the “Exchange Dates”);
	 
	(iii)	 	that any Registrable Security not tendered will remain outstanding and continue to accrue
interest but will not retain any rights under this Agreement, except as otherwise specified
herein;
	 
	(iv)	 	that any Holder electing to have a Registrable Security exchanged pursuant to the Exchange
Offer will be required to (A) surrender such Registrable Security, together with the
appropriate letters of transmittal, to the institution and at the address (located in the
Borough of Manhattan, The City of New York) and in the manner specified in the notice, or (B)
effect such exchange otherwise in compliance with the applicable procedures of the depositary
for such Registrable Security, in each case prior to the close of business on the last
Exchange Date; and
	 
	(v)	 	that any Holder will be entitled to withdraw its election, not later than the close of
business on the last Exchange Date, by (A) sending to the institution and at the address
(located in the Borough of Manhattan, The City of New York) specified in the notice, a
telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the
principal amount of Registrable Securities delivered for exchange and a statement that such
Holder is withdrawing its election to have such Securities exchanged or (B) effecting such
withdrawal in compliance with the applicable procedures of the depositary for the Registrable
Securities.





6









 





     As a condition to participating in the Exchange Offer, each Holder will be required to
represent in writing to the Company and the Guarantors prior to the consummation of the Exchange
Offer (which representation may be contained in the letter of transmittal contemplated by the
Exchange Offer Registration Statement) that (i) any Exchange Securities to be received by it will
be acquired in the ordinary course of its business, (ii) at the time of the commencement of the
Exchange Offer it is not engaged in, and does not intend to engage in, and has no arrangement or
understanding with any Person to participate in the distribution (within the meaning of the
Securities Act) of the Exchange Securities in violation of the provisions of the Securities Act,
(iii) it is not an “affiliate” (within the meaning of Rule 405 under the Securities Act) of the
Company or any Guarantor and (iv) if such Holder is a broker-dealer that will receive Exchange
Securities for its own account in exchange for Registrable Securities that were acquired as a
result of market-making or other trading activities, then such Holder will deliver a Prospectus
(or, to the extent permitted by law, make available a Prospectus to purchasers) in connection with
any resale of such Exchange Securities.



     As soon as practicable after the last Exchange Date, the Company and the Guarantors shall:




	(i)	 	accept for exchange Registrable Securities or portions thereof validly tendered and not
properly withdrawn pursuant to the Exchange Offer; and
	 
	(ii)	 	deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities
or portions thereof so accepted for exchange by the Company and issue, and cause the Trustee
to promptly authenticate and deliver to each Holder, Exchange Securities in principal amount
equal to the principal amount of the Registrable Securities validly tendered by such Holder
and accepted for exchange pursuant to the Exchange Offer.





     The Company and the Guarantors shall use their reasonable best efforts to complete the
Exchange Offer as provided above and shall comply with the applicable requirements of the
Securities Act, the Exchange Act and other applicable laws and regulations in connection with the
Exchange Offer. The Exchange Offer shall not be subject to any conditions, other than that the
Exchange Offer does not violate any applicable law or applicable interpretations of the Staff.



     (b) In the event that (i) the Company and the Guarantors determine that the Exchange Offer
Registration provided for in Section 2(a) above is not available or may not be completed as soon as
practicable after the last Exchange Date because it would violate any applicable law or applicable
interpretations of the Staff, (ii) the Exchange Offer is not for any other reason completed by on
or prior to the 210th calendar day after the date of this Agreement or (iii) upon
receipt of a written request (a “Shelf Request”) from any Initial Purchaser



7









 







representing that it holds Registrable Securities that are or were ineligible to be exchanged
in the Exchange Offer, the Company and the Guarantors shall use their reasonable best efforts to
cause to be filed as soon as practicable after such determination, date or Shelf Request, as the
case may be, a Shelf Registration Statement providing for the sale of all the Registrable
Securities by the Holders thereof and to have such Shelf Registration Statement become effective.



     In the event that the Company and the Guarantors are required to file a Shelf Registration
Statement pursuant to clause (iii) of the preceding sentence, the Company and the Guarantors shall
use their reasonable best efforts to file and have become effective both an Exchange Offer
Registration Statement pursuant to Section 2(a) with respect to all Registrable Securities and a
Shelf Registration Statement (which may be a combined Registration Statement with the Exchange
Offer Registration Statement) with respect to offers and sales of Registrable Securities held by
the Initial Purchasers after completion of the Exchange Offer.



     The Company and the Guarantors agree to use their reasonable best efforts to keep the Shelf
Registration Statement continuously effective for one year or such shorter period that will
terminate when all the Registrable Securities covered by the Shelf Registration Statement have been
sold pursuant to the Shelf Registration Statement (the “Shelf Effectiveness Period”). The Company
and the Guarantors further agree to supplement or amend the Shelf Registration Statement and the
related Prospectus if required by the rules, regulations or instructions applicable to the
registration form used by the Company for such Shelf Registration Statement or by the Securities
Act or by any other rules and regulations thereunder or if reasonably requested by a Holder of
Registrable Securities with respect to information relating to such Holder, and to use their
reasonable best efforts to cause any such amendment to become effective, if required, and such
Shelf Registration Statement and Prospectus to become usable as soon as thereafter practicable.
The Company and the Guarantors agree to furnish to the Holders of Registrable Securities copies of
any such supplement or amendment promptly after its being used or filed with the SEC.



     (c) The Company and the Guarantors shall pay all Registration Expenses in connection with any
registration pursuant to Section 2(a) or Section 2(b) hereof. Each Holder shall pay all
underwriting discounts and commissions, brokerage commissions and transfer taxes, if any, relating
to the sale or disposition of such Holder’s Registrable Securities pursuant to the Shelf
Registration Statement.



     (d) An Exchange Offer Registration Statement pursuant to Section 2(a) hereof will not be
deemed to have become effective unless it has been declared effective by the SEC. A Shelf
Registration Statement pursuant to Section 2(b) hereof will not be deemed to have become effective
unless it has been declared



8









 







effective by the SEC or is automatically effective upon filing with the SEC as provided by
Rule 462 under the Securities Act.



     In the event that either the Exchange Offer is not completed or the Shelf Registration
Statement, if required pursuant to Section 2(b)(i) or 2(b)(ii) hereof, has not become effective on
or prior to the 210th calendar day after the date of this Agreement (the “Target
Registration Date”), the interest rate on the Registrable Securities will be increased by (i) 0.25%
per annum for the first 90-day period immediately following the Target Registration Date and (ii)
an additional 0.25% per annum with respect to each subsequent 90-day period, in each case until the
Exchange Offer is completed or the Shelf Registration Statement, if required hereby, becomes
effective or the Securities become freely tradable under the Securities Act, up to a maximum
increase of 1.00% per annum. In the event that the Company receives a Shelf Request pursuant to
Section 2(b)(iii), and the Shelf Registration Statement required to be filed thereby does not
become effective by the later of December 2, 2008 or (y) 90 days after delivery of such Shelf
Request (such later date, the “Shelf Additional Interest Date”), then the interest rate on the
Registrable Securities will be increased by (i) 0.25% per annum for the first 90-day period payable
commencing from one day after the Shelf Additional Interest Date and (ii) an additional 0.25% per
annum with respect to each subsequent 90-day period, in each case until the Shelf Registration
Statement becomes effective or the Securities become freely tradable under the Securities Act, up
to a maximum increase of 1.00% per annum. Any additional interest on the Registrable Securities
shall be calculated on the same basis on which base interest is calculated on the Securities under
the Indenture. Any additional interest accrued for any period shall be payable at the relevant
interest payment date for such period under the terms of the Securities and the Indenture.



     If the Shelf Registration Statement, if required hereby, has become effective and thereafter
either ceases to be effective or the Prospectus contained therein ceases to be usable, in each case
whether or not permitted by this Agreement, at any time during the Shelf Effectiveness Period, and
such failure to remain effective or usable exists (other than by reason of a Suspension Period) for
more than 90 days (whether or not consecutive) in any 12-month period, then the interest rate on
the Registrable Securities will be increased by (i) 0.25% per annum for the first 90-day period and
(ii) an additional 0.25% per annum with respect to each subsequent 90-day period, commencing on the
91st day in such 12-month period and ending on such date that the Shelf Registration
Statement has again become effective or the Prospectus again becomes usable, up to a maximum
increase of 1.00% per annum. Notwithstanding anything to the contrary in this Agreement, in
connection with a Shelf Registration Statement, additional interest on the Registrable Securities
shall not accrue and be payable to any Holder if the failure of the Company and/or the Guarantors
to comply with their obligations hereunder is a result of the failure of such Holder to fulfill its
obligations hereunder.



9









 





     Subject to the limitation set forth in the next succeeding paragraph and subject to the
provisions of Section 3 of this Agreement, the Company shall be entitled to delay the initial
filing of the Shelf Registration Statement, suspend its obligation to file any amendment to the
Shelf Registration Statement, furnish any supplement or amendment to a Prospectus included in the
Shelf Registration Statement, make any other filing with the SEC that would be incorporated by
reference into the Shelf Registration Statement, cause the Shelf Registration Statement to remain
effective or take any similar action (collectively, “Registration Actions”) if there is a
possibility that such Registration Action would require (i) disclosure of an event at such time as
could reasonably be expected to have a material adverse effect on the business operations or
prospects of the Company or (ii) disclosure of material information relating to a corporate
development involving the Company and its subsidiaries that may require disclosure in the Shelf
Registration Statement and the Board of Directors of the Company determines in the exercise of its
reasonable judgment that such disclosure is not in the best interest of the Company and its
stockholders. Upon the occurrence of any of the conditions described in the foregoing sentence, the
Company shall give prompt notice (a “Suspension Notice”) thereof to the Holders. Upon the
termination of such condition, the Company shall give prompt notice thereof to the Holders and
shall promptly proceed with all Registration Actions that were suspended pursuant to this
paragraph.



     The Company may suspend Registration Actions pursuant to the preceding paragraph for one
period (each, a “Suspension Period”) not to exceed 90 days during any twelve month period, during
which no additional interest shall be payable pursuant to this Section 2(d) as a result thereof. If
the Suspension Period exceeds 90 days during any twelve month period, then additional interest
shall begin to accrue on 91st day until such Registration Default is cured. The Suspension Period
shall be deemed to begin on the date the Suspension Notice is given to the Holders and shall end on
the date on which the Company gives the Holders a notice that the Suspension Period has terminated.
The Company shall extend the Shelf Effectiveness Period by the total number of days during which a
Suspension Period was in effect, so long as there are Registrable Securities. Notwithstanding
anything to the foregoing, the Company shall at all times use its commercially reasonable efforts
to end any Suspension Period at the earliest possible time.



     (e) Without limiting the remedies available to the Initial Purchasers and the Holders, the
Company and the Guarantors acknowledge that any failure by the Company or the Guarantors to comply
with their obligations under Section 2(a) and Section 2(b) hereof may result in material
irreparable injury to the Initial Purchasers or the Holders for which there is no adequate remedy
at law, that it will not be possible to measure damages for such injuries precisely and that, in
the event of any such failure, the Initial Purchasers or any Holder may obtain such relief as may
be required to specifically enforce the Company’s and the



10









 







Guarantors’ obligations under Section 2(a) and Section 2(b) hereof. The increased interest
described under paragraph (d) of this Section 2 is the sole and exclusive monetary remedy available
to Holders under this Agreement in the case of a default as described in such paragraph (d).



     (f) The Company represents, warrants and covenants that it (including its agents and
representatives) will not prepare, make, use, authorize, approve or refer to any Free Writing
Prospectus.



     3. Registration Procedures. (a) In connection with their obligations pursuant to
Section 2(a) and Section 2(b) hereof, the Company and the Guarantors shall as soon as practicable
(unless otherwise stated below):



     (i) prepare and file with the SEC a Registration Statement on the appropriate form under the
Securities Act, which form (x) shall be selected by the Company and the Guarantors, (y) shall, in
the case of a Shelf Registration, be available for the sale of the Registrable Securities by the
Holders thereof and (z) shall comply as to form in all material respects with the requirements of
the applicable form and include all financial statements required by the SEC to be filed therewith;
and use their reasonable best efforts to cause such Registration Statement to become effective and
remain effective for the applicable period in accordance with Section 2 hereof;



     (ii) prepare and file with the SEC such amendments and post-effective amendments to each
Registration Statement as may be necessary to keep such Registration Statement effective for the
applicable period in accordance with Section 2 hereof and cause each Prospectus to be supplemented
by any required prospectus supplement and, as so supplemented, to be filed pursuant to Rule 424
under the Securities Act; and keep each Prospectus current during the period described in Section
4(3) of and Rule 174 under the Securities Act that is applicable to transactions by brokers or
dealers with respect to the Registrable Securities or Exchange Securities;



     (iii) in the case of a Shelf Registration, furnish to each Holder of Registrable Securities,
to counsel for the Initial Purchasers, to one firm of counsel for such Holders and to each
Underwriter of an Underwritten Offering of Registrable Securities, if any, without charge, as many
copies of each Prospectus or preliminary prospectus, and any amendment or supplement thereto, as
such Holder, counsel or Underwriter may reasonably request in order to facilitate the sale or other
disposition of the Registrable Securities thereunder; and the Company and the Guarantors consent to
the use of such Prospectus, preliminary prospectus and any amendment or supplement thereto in
accordance with applicable law by each of the Holders of Registrable Securities and any such
Underwriters in connection with the offering and sale of the Registrable Securities covered by and
in the manner described in such Prospectus,



11









 







preliminary prospectus or any amendment or supplement thereto in accordance with applicable
law;



     (iv) use their reasonable best efforts to register or qualify the Registrable Securities under
all applicable state securities or blue sky laws of such jurisdictions as any Holder of Registrable
Securities covered by a Registration Statement shall reasonably request in writing by the time the
applicable Registration Statement becomes effective; cooperate with such Holders in connection with
any filings required to be made with the National Association of Securities Dealers, Inc.; and use
reasonable best efforts to do any and all other acts and things that may be reasonably necessary or
advisable to enable each Holder to complete the disposition in each such jurisdiction of the
Registrable Securities owned by such Holder; provided that neither the Company nor any
Guarantor shall be required to (1) qualify as a foreign corporation or other entity or as a dealer
in securities in any such jurisdiction where it would not otherwise be required to so qualify, (2)
file any general consent to service of process in any such jurisdiction,(3) subject itself to
taxation in any such jurisdiction if it is not so subject;, or (4) make any changes to its
incorporating or organizational documents or any other agreement between it and its stockholders or
members, if any;



     (v) if the Initial Purchaser holds any Registrable Securities, notify counsel for the Initial
Purchasers and, in the case of a Shelf Registration, notify each Holder of Registrable Securities
and counsel for such Holders promptly and, if requested by any such Holder or counsel, confirm such
advice in writing (1) when a Registration Statement has become effective, when any post-effective
amendment thereto has been filed and becomes effective and when any amendment or supplement to the
Prospectus has been filed, (2) of any request by the SEC or any state securities authority for
amendments and supplements to a Registration Statement or Prospectus or for additional information
after the Registration Statement has become effective, (3) of the issuance by the SEC or any state
securities authority of any stop order suspending the effectiveness of a Registration Statement or
the initiation of any proceedings for that purpose, including the receipt by the Company of any
notice of objection of the SEC to the use of a Shelf Registration Statement or any post-effective
amendment thereto pursuant to Rule 401(g)(2) under the Securities Act, (4) if, between the
applicable effective date of a Shelf Registration Statement and the closing of any sale of
Registrable Securities covered thereby, the representations and warranties of the Company or any
Guarantor contained in any underwriting agreement, securities sales agreement or other similar
agreement, if any, relating to an offering of such Registrable Securities cease to be true and
correct in all material respects or if the Company or any Guarantor receives any notification with
respect to the suspension of the qualification of the Registrable Securities for sale in any
jurisdiction or the initiation of any proceeding for such purpose, (5) of the happening of any
event during the period a Registration Statement is effective that makes any statement made in such
Registration Statement or the related



12









 







Prospectus untrue in any material respect or that requires the making of any changes in such
Registration Statement or Prospectus in order to make the statements therein not misleading and (6)
of any determination by the Company or any Guarantor that a post-effective amendment to a
Registration Statement or any amendment or supplement to the Prospectus would be appropriate;



     (vi) use their reasonable best efforts to obtain the withdrawal of any order suspending the
effectiveness of a Registration Statement or, in the case of a Shelf Registration, the resolution
of any objection of the SEC pursuant to Rule 401(g)(2), including by promptly filing an amendment
to such Shelf Registration Statement on the proper form, and provide notice promptly to each
Holder of the withdrawal of any such order or such resolution;



     (vii) in the case of a Shelf Registration, furnish to each Holder of Registrable Securities,
without charge, at least one conformed copy of each Registration Statement and any post-effective
amendment thereto (without any documents incorporated therein by reference or exhibits thereto,
unless requested);



     (viii) in the case of a Shelf Registration, cooperate with the Holders of Registrable
Securities to facilitate the timely preparation and delivery of certificates representing
Registrable Securities to be sold and not bearing any restrictive legends and enable such
Registrable Securities to be issued in such denominations and registered in such names (consistent
with the provisions of the Indenture) as such Holders may reasonably request at least three
Business Day prior to the closing of any sale of Registrable Securities;



     (ix) in the case of a Shelf Registration, upon the occurrence of any event contemplated by
Section 3(a)(v)(5) hereof, use their reasonable best efforts to prepare and file with the SEC a
supplement or post-effective amendment to such Shelf Registration Statement or the related
Prospectus or any document incorporated therein by reference or file any other required document so
that, as thereafter delivered (or, to the extent permitted by law, made available) to purchasers of
the Registrable Securities, such Prospectus will not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading; and the Company and the Guarantors shall
notify the Holders of Registrable Securities to suspend use of the Prospectus as promptly as
practicable after the occurrence of such an event, and such Holders hereby agree to suspend use of
the Prospectus until the Company and the Guarantors have amended or supplemented the Prospectus to
correct such misstatement or omission;



     (x) a reasonable time prior to the filing of any Registration Statement, any Prospectus, any
amendment to a Registration Statement or amendment or supplement to a Prospectus or of any document
that is to be incorporated by



13









 







reference into a Registration Statement or a Prospectus after initial filing of a Registration
Statement, provide copies of such document to the Initial Purchasers and their counsel (and, in the
case of a Shelf Registration Statement, to the Holders of Registrable Securities and their counsel)
and make such of the representatives of the Company and the Guarantors as shall be reasonably
requested by the Initial Purchasers or their counsel (and, in the case of a Shelf Registration
Statement, the Holders of Registrable Securities or their counsel) available for discussion of such
document; and the Company and the Guarantors shall not, at any time after initial filing of a
Registration Statement, use or file any Prospectus, any amendment of or supplement to a
Registration Statement or a Prospectus, or any document that is to be incorporated by reference
into a Registration Statement or a Prospectus, of which the Initial Purchasers and their counsel
(and, in the case of a Shelf Registration Statement, the Holders of Registrable Securities and
their counsel) shall not have previously been advised and furnished a copy or to which the Initial
Purchasers or their counsel (and, in the case of a Shelf Registration Statement, the Holders of
Registrable Securities or their counsel) shall reasonably object;



     (xi) obtain a CUSIP number for all Exchange Securities or Registrable Securities, as the case
may be, not later than the initial effective date of a Registration Statement;



     (xii) cause the Indenture to be qualified under the Trust Indenture Act in connection with the
registration of the Exchange Securities or Registrable Securities, as the case may be; cooperate
with the Trustee and the Holders to effect such changes to the Indenture as may be required for the
Indenture to be so qualified in accordance with the terms of the Trust Indenture Act; and execute,
and use their reasonable best efforts to cause the Trustee to execute, all documents as may be
required to effect such changes and all other forms and documents required to be filed with the SEC
to enable the Indenture to be so qualified in a timely manner;



     (xiii) in the case of a Shelf Registration, make available for inspection by a representative
of the Majority Holders (an “Inspector”), any Underwriter participating in any disposition
pursuant to such Shelf Registration Statement, any attorneys and accountants designated by such
Holders of Registrable Securities to be included in such Shelf Registration and any attorneys (but
not more than one firm of counsel acting for all such Holders) and accountants designated by such
Underwriter, at reasonable times and in a reasonable manner, all pertinent financial and other
records, documents and properties of the Company and its subsidiaries, and cause the respective
officers, directors and employees of the Company and the Guarantors to supply all information
reasonably requested by any such Inspector, Underwriter, attorney or accountant to conduct
reasonable investigation within the meaning of Section 11 of the Securities Act in connection with
a Shelf Registration Statement; provided that the foregoing investigation and information
gathering shall be coordinated on



14









 







behalf of such parties by one firm of counsel designated by and on behalf of such parties; and
provided further that each such party shall be required to maintain in confidence and not
to disclose to any other person any information or records reasonably designated by the Company or
any Guarantor as being confidential, until such time as (A) such information becomes a matter of
public record (whether by virtue of its inclusion in such Shelf Registration Statement or
otherwise), (B) such person shall be required so to disclose such information pursuant to a
subpoena or order of any court or other governmental agency or body having jurisdiction over the
matter (subject to the requirements of such order, and only after such person shall have given the
Company prompt prior written notice of such requirement), (C) the disclosure of such information is
necessary in connection with the Holders’ assertion of any claims or actions or with their
establishment of any defense in an action then pending before a court of competent jurisdiction, or
(D) such information is required to be set forth in such Shelf Registration Statement or the
prospectus included therein or in an amendment to such Shelf Registration Statement or an amendment
or supplement to such prospectus in order that such Shelf Registration Statement, prospectus,
amendment or supplement, as the case may be, complies with applicable requirements of the federal
securities laws and the rules and regulations of the SEC and does not contain an untrue statement
of a material fact or omit to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading in light of the circumstances then
existing;



     (xiv) in the case of a Shelf Registration, use their reasonable best efforts to cause all
Registrable Securities to be listed on any securities exchange or any automated quotation system on
which similar securities issued or guaranteed by the Company or any Guarantor are then listed if
requested by the Majority Holders, to the extent such Registrable Securities satisfy applicable
listing requirements;



     (xv) if reasonably requested by any Holder of Registrable Securities covered by a Shelf
Registration Statement, promptly include in a Prospectus supplement or post-effective amendment
such information with respect to such Holder as such Holder reasonably requests to be included
therein and make all required filings of such Prospectus supplement or such post-effective
amendment promptly after the Company has received notification of the matters to be so included in
such filing;



     (xvi) in the case of a Shelf Registration, enter into such customary agreements and take all
such other actions in connection therewith (including those requested by the Holders of a majority
in principal amount of the Registrable Securities covered by the Shelf Registration Statement) in
order to expedite or facilitate the disposition of such Registrable Securities including, but not
limited to, an Underwritten Offering and in such connection, (1) to the extent possible, make such
representations and warranties to the Holders and any



15









 







Underwriters of such Registrable Securities with respect to the business of the Company and
its subsidiaries and the Registration Statement, Prospectus and documents incorporated by reference
or deemed incorporated by reference, if any, in each case, in form, substance and scope as are
customarily made by issuers to underwriters in underwritten offerings and confirm the same if and
when required by the applicable underwriting agreement, (2) obtain opinions of counsel to the
Company and the Guarantors (which counsel and opinions, in form, scope and substance, shall be
reasonably satisfactory to such Underwriters and their respective counsel) addressed to the
Underwriters of Registrable Securities, covering the matters customarily covered in opinions
requested in underwritten offerings, (3) obtain “comfort” letters from the independent certified
public accountants of the Company and the Guarantors (and, if necessary, any other certified public
accountant of any subsidiary of the Company or any Guarantor, or of any business acquired by the
Company or any Guarantor for which financial statements and financial data are or are required to
be included in the Registration Statement) addressed to the Underwriter of Registrable Securities,
such letters to be in customary form and covering matters of the type customarily covered in
“comfort” letters in connection with underwritten offerings, including but not limited to financial
information contained in any preliminary prospectus or Prospectus and (4) deliver such documents
and certificates as may be reasonably requested by the Underwriters, and which are customarily
delivered in underwritten offerings, to evidence the continued validity of the representations and
warranties of the Company and the Guarantors made pursuant to clause (1) above and to evidence
compliance with any customary conditions contained in an underwriting agreement; and



     (xvii) so long as any Registrable Securities remain outstanding, cause each Additional
Guarantor upon the creation or acquisition by the Company of such Additional Guarantor, to execute
a counterpart to this Agreement in the form attached hereto as Annex A and to deliver such
counterpart, together with an opinion of counsel as to the enforceability thereof against such
entity, to the Initial Purchasers no later than five Business Days following the execution thereof.



     (b) In the case of a Shelf Registration Statement, the Company may require each Holder of
Registrable Securities to furnish to the Company such information regarding such Holder and the
proposed disposition by such Holder of such Registrable Securities as the Company and the
Guarantors may from time to time reasonably request in writing. Each Holder agrees that no Holder
shall be entitled to sell any such Registrable Securities pursuant to the Shelf Registration
Statement or to receive a Prospectus relating thereto, unless the Holder has furnished the Company
with the information requested in the preceding sentence. Each such Holder shall notify the
Company as promptly as practicable of any inaccuracy or change in information previously furnished
by such Holder to the Company or of the occurrence of any event in either case as a result of which
any prospectus relating to such Shelf Registration contains or



16









 







would contain an untrue statement of a material fact regarding such Holder, or such Holder’s
intended method of disposition of such Securities or omits to state any material fact regarding
such Holder, or such Holder’s intended method of disposition of such Securities or Exchange
Securities, as applicable, required to be stated therein or necessary to make the statements
therein not misleading in light of the circumstances then existing, and shall promptly furnish to
the Company any additional information required to correct and update any previously furnished
information or required so that such prospectus shall not contain, with respect to such Holder, or
the disposition of such Securities or Exchange Securities, as applicable, an untrue statement of a
material fact or omit to state a material fact required to be stated therein or necessary to make
the statements therein not misleading in light of the circumstances then existing.



     (c) In the case of a Shelf Registration Statement, each Holder of Registrable Securities
covered in such Shelf Registration Statement agrees that, upon receipt of any notice from the
Company and the Guarantors of the happening of any event of the kind described in Section
3(a)(v)(2), (3), (5) or (6) hereof or upon receipt of notice with respect to a Suspension Period,
such Holder will forthwith discontinue disposition of Registrable Securities pursuant to the Shelf
Registration Statement until such Holder’s receipt of the copies of the supplemented or amended
Prospectus contemplated by Section 3(a)(ix) hereof, or until it is advised in writing by the
Company that the use of the Prospectus may be resumed and, if so directed by the Company and the
Guarantors, such Holder will deliver to the Company and the Guarantors all copies in its
possession, other than permanent file copies then in such Holder’s possession, of the Prospectus
covering such Registrable Securities that is current at the time of receipt of such notice.



     (d) If the Company and the Guarantors shall give any notice pursuant to Sections 3(a)(v)
hereof to suspend the disposition of Registrable Securities pursuant to a Registration Statement,
the Company and the Guarantors shall extend the period during which such Registration Statement
shall be maintained effective pursuant to this Agreement by the number of days equal to the number
of days in the period from and including the date of the giving of such notice to and including the
date when the Holders of such Registrable Securities shall have received copies of the supplemented
or amended Prospectus necessary to resume such dispositions. The Company and the Guarantors may
give any such notice only twice during any 365-day period and any such suspensions shall not exceed
75 days for each suspension and there shall not be more than two suspensions in effect during any
365-day period.



     (e) The Holders of a majority of the outstanding aggregate principal amount of Registrable
Securities covered by a Shelf Registration Statement shall be entitled to give the Company a
written request requesting that the sale of Registrable Securities covered by such registration
statement be made in an Underwritten Offering, subject to the prior written consent of the Company



17









 







(which shall not be unreasonably withheld or delayed). In any such Underwritten Offering, the
investment bank or investment banks and manager or managers (each an “Underwriter”) that will
administer the offering will be selected by the Holders of a majority of the outstanding aggregate
principal amount of the Registrable Securities included in such offering, subject to the consent of
the Company (not to be unreasonably withheld). Such Holders shall be responsible for all
underwriting commissions and discounts in connection therewith. No Holder of Registrable
Securities may participate in any Underwritten Offering unless such Holder (i) agrees to sell such
Holder’s Registrable Securities on the basis provided in any underwriting arrangements approved by
the Persons entitled hereunder to approve such arrangements and (ii) completes and executes all
questionnaires, powers of attorney, indemnities, underwriting agreements and other documents
required under the terms of such underwriting arrangements.



     4. Participation of Broker-Dealers in Exchange Offer. (a) The Staff has taken the
position that any broker-dealer that receives Exchange Securities for its own account in the
Exchange Offer in exchange for Securities that were acquired by such broker-dealer as a result of
market-making or other trading activities (a “Participating Broker-Dealer”) may be deemed to be an
“underwriter” within the meaning of the Securities Act and must deliver a prospectus meeting the
requirements of the Securities Act in connection with any resale of such Exchange Securities.



     The Company and the Guarantors understand that it is the Staff’s position that if the
Prospectus contained in the Exchange Offer Registration Statement includes a plan of distribution
containing a statement to the above effect and the means by which Participating Broker-Dealers may
resell the Exchange Securities, without naming the Participating Broker-Dealers or specifying the
amount of Exchange Securities owned by them, such Prospectus may be delivered by Participating
Broker-Dealers (or, to the extent permitted by law, made available to purchasers) to satisfy their
prospectus delivery obligation under the Securities Act in connection with resales of Exchange
Securities for their own accounts, so long as the Prospectus otherwise meets the requirements of
the Securities Act.



     (b) In light of the above, and notwithstanding the other provisions of this Agreement, the
Company and the Guarantors agree to use their reasonable best efforts to amend or supplement the
Prospectus contained in the Exchange Offer Registration Statement for a period ending on the
earlier of (i) up to 180 days after the last Exchange Date (as such period may be extended pursuant
to Section 3(d) of this Agreement) and (ii) the date on which a Participating Broker-Dealer is no
longer required to deliver a prospectus in connection with market-making or other trading
activities, if requested by the Initial Purchaser or by one or more Participating Broker-Dealers,
in order to expedite or facilitate the disposition of any Exchange Securities by Participating
Broker-Dealers



18









 







consistent with the positions of the Staff recited in Section 4(a) above. The Company and the
Guarantors further agree that Participating Broker-Dealers shall be authorized to deliver such
Prospectus (or, to the extent permitted by law, make available) during such period in connection
with the resales contemplated by this Section 4. The Participating Broker-Dealers shall not be
authorized by the Company to deliver and shall not deliver such Prospectus after such period in
connection with the resales contemplated by this Section 4.



     (c) The Initial Purchasers shall have no liability to the Company, any Guarantor or any Holder
with respect to any request that they may make pursuant to Section 4(b) above.



     5. Indemnification and Contribution. (a) The Company and each Guarantor, jointly and
severally, agree to indemnify and hold harmless each Initial Purchaser and each Holder, their
respective affiliates, directors and officers and each Person, if any, who controls any Initial
Purchaser or any Holder within the meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act, from and against any and all losses, claims, damages and liabilities (including,
without limitation, legal fees and other expenses incurred in connection with any suit, action or
proceeding or any claim asserted, as such fees and expenses are reasonably incurred and properly
documented), joint or several, that arise out of, or are based upon, (1) any untrue statement or
alleged untrue statement of a material fact contained in any Registration Statement or any omission
or alleged omission to state therein a material fact required to be stated therein or necessary in
order to make the statements therein not misleading, or (2) any untrue statement or alleged untrue
statement of a material fact contained in any Prospectus, any Free Writing Prospectus used in
violation of this Agreement, when taken together with the Prospectus, or any omission or alleged
omission to state therein a material fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading, in each case except insofar
as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue
statement or omission or alleged untrue statement or omission made in reliance upon and in
conformity with any information relating to any Initial Purchaser or information relating to any
Holder furnished to the Company in writing through the Representatives or any selling Holder,
respectively expressly for use therein. In connection with any Underwritten Offering permitted by
Section 3, the Company and the Guarantors, jointly and severally, will also indemnify the
Underwriters, if any, selling brokers, dealers and similar securities industry professionals
participating in the distribution, their respective affiliates and each Person who controls such
Persons (within the meaning of the Securities Act and the Exchange Act) to the same extent as
provided above with respect to the indemnification of the Holders, if requested in connection with
any Registration Statement, any Prospectus, any Free Writing Prospectus or any Issuer Information.



19









 





     (b) Each Holder agrees, severally and not jointly, to indemnify and hold harmless the Company,
the Guarantors, the Initial Purchasers and the other selling Holders, the directors of the Company
and the Guarantors, each officer of the Company and the Guarantors who signed the Registration
Statement and each Person, if any, who controls the Company, the Guarantors, any Initial Purchaser
and any other selling Holder within the meaning of Section 15 of the Securities Act or Section 20
of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only
with respect to any losses, claims, damages or liabilities that arise out of, or are based upon,
any untrue statement or omission or alleged untrue statement or omission made in reliance upon and
in conformity with any information relating to such Holder furnished to the Company in writing by
such Holder expressly for use in any Registration Statement and any Prospectus.



     (c) If any suit, action, proceeding (including any governmental or regulatory investigation),
claim or demand shall be brought or asserted against any Person in respect of which indemnification
may be sought pursuant to either paragraph (a) or (b) above, such Person (the “Indemnified Person”)
shall promptly notify the Person against whom such indemnification may be sought (the “Indemnifying
Person”) in writing; provided that the failure to notify the Indemnifying Person shall not
relieve it from any liability that it may have under this Section 5 except to the extent that it
has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such
failure; and provided, further, that the failure to notify the Indemnifying Person
shall not relieve it from any liability that it may have to an Indemnified Person otherwise than
under this Section 5. If any such proceeding shall be brought or asserted against an Indemnified
Person and it shall have notified the Indemnifying Person thereof, the Indemnifying Person shall
retain one counsel (in addition to one local counsel in each jurisdiction) reasonably satisfactory
to the Indemnified Person to represent the Indemnified Person and any others entitled to
indemnification pursuant to this Section 5 that the Indemnifying Person may designate in such
proceeding and shall pay the fees and expenses of such proceeding and shall pay the fees and
expenses of such counsel related to such proceeding, as incurred. In any such proceeding, any
Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of
such counsel shall be at the expense of such Indemnified Person unless (i) the Indemnifying Person
and the Indemnified Person shall have mutually agreed to the contrary; (ii) the Indemnifying Person
has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified
Person; (iii) the Indemnified Person shall have reasonably concluded that there may be legal
defenses available to it that are different from or in addition to those available to the
Indemnifying Person; or (iv) the named parties in any such proceeding (including any impleaded
parties) include both the Indemnifying Person and the Indemnified Person and representation of both
parties by the same counsel would be inappropriate due to actual or potential differing interests
between them. It is understood and agreed that the Indemnifying Person shall not, in connection
with any proceeding or related proceeding in the same



20









 







jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to
any local counsel) for all Indemnified Persons, and that all such fees and expenses shall be
reimbursed as they are reasonably incurred. Any such separate firm (x) for any Initial Purchaser,
its affiliates, directors and officers and any control Persons of such Initial Purchaser shall be
designated in writing by the Representatives, (y) for any Holder, its directors and officers and
any control Persons of such Holder shall be designated in writing by the Majority Holders and (z)
in all other cases shall be designated in writing by the Company. The Indemnifying Person shall
not be liable for any settlement of any proceeding effected without its written consent, but if
settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying
Person agrees to indemnify each Indemnified Person from and against any loss or liability by reason
of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an
Indemnified Person shall have requested that an Indemnifying Person reimburse the Indemnified
Person for fees and expenses of counsel as contemplated by this paragraph, the Indemnifying Person
shall be liable for any settlement of any proceeding effected without its written consent if (i)
such settlement is entered into more than 45 days after receipt by the Indemnifying Person of such
request, (ii) the Indemnifying Person shall not have reimbursed the Indemnified Person in
accordance with such request prior to the date of such settlement and (iii) the Indemnified Person
shall have given at least 30 days prior written notice of its intention to settle. No Indemnifying
Person shall, without the written consent of the Indemnified Person, effect any settlement of any
pending or threatened proceeding in respect of which any Indemnified Person is or could have been a
party and indemnification could have been sought hereunder by such Indemnified Person, unless such
settlement (A) includes an unconditional release of such Indemnified Person, in form and substance
reasonably satisfactory to such Indemnified Person, from all liability on claims that are the
subject matter of such proceeding and (B) does not include any statement as to or any admission of
fault, culpability or a failure to act by or on behalf of any Indemnified Person.



     (d) If the indemnification provided for in paragraphs (a) and (b) above is unavailable to an
Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities
referred to therein, then each Indemnifying Person under such paragraph, in lieu of indemnifying
such Indemnified Person thereunder, shall contribute to the amount paid or payable by such
Indemnified Person as a result of such losses, claims, damages or liabilities (i) in such
proportion as is appropriate to reflect the relative benefits received by the Company and the
Guarantors from the offering of the Securities and the Exchange Securities, on the one hand, and by
the Holders from receiving Securities or Exchange Securities registered under the Securities Act,
on the other hand, or (ii) if the allocation provided by clause (i) is not permitted by applicable
law, in such proportion as is appropriate to reflect not only the relative benefits referred to in
clause (i) but also the relative fault of the Company and the Guarantors on the one hand and the
Holders on the other in connection with the



21









 







statements or omissions that resulted in such losses, claims, damages or liabilities, as well as
any other relevant equitable considerations. The relative fault of the Company and the Guarantors
on the one hand and the Holders on the other shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by the Company and the
Guarantors or by the Holders and the parties’ relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission.



     (e) The Company, the Guarantors and the Holders agree that it would not be just and equitable
if contribution pursuant to this Section 5 were determined by pro rata allocation
(even if the Holders were treated as one entity for such purpose) or by any other method of
allocation that does not take account of the equitable considerations referred to in paragraph (d)
above. The amount paid or payable by an Indemnified Person as a result of the losses, claims,
damages and liabilities referred to in paragraph (d) above shall be deemed to include, subject to
the limitations set forth above, any legal or other expenses reasonably incurred by such
Indemnified Person in connection with any such action or claim. Notwithstanding the provisions of
this Section 5, in no event shall a Holder be required to contribute any amount in excess of the
amount by which the total price at which the Securities or Exchange Securities sold by such Holder
exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission. No Person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be
entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.
The Holders’ obligations to contribute pursuant to this Section 5 are several in proportion to the
respective principal amount of the Registrable Securities held by each Holder hereunder and not
joint.



     (f) The remedies provided for in this Section 5 are not exclusive and shall not limit any
rights or remedies that may otherwise be available to any Indemnified Person at law or in equity.



     (g) The indemnity and contribution provisions contained in this Section 5 shall remain
operative and in full force and effect regardless of (i) any termination of this Agreement, (ii)
any investigation made by or on behalf of the Initial Purchasers or any Holder or any Person
controlling any Initial Purchaser or any Holder, or by or on behalf of the Company or the
Guarantors or the officers or directors of or any Person controlling the Company or the Guarantors,
(iii) acceptance of any of the Exchange Securities and (iv) any sale of Registrable Securities
pursuant to a Shelf Registration Statement.



     6. General.



22









 





     (a) No Inconsistent Agreements. The Company and the Guarantors represent, warrant and agree
that (i) the rights granted to the Holders hereunder do not in any way conflict with and are not
inconsistent with the rights granted to the holders of any other outstanding securities issued or
guaranteed by the Company or any Guarantor under any other agreement and (ii) neither the Company
nor any Guarantor has entered into, or on or after the date of this Agreement will enter into, any
agreement that is inconsistent with the rights granted to the Holders of Registrable Securities in
this Agreement or otherwise conflicts with the provisions hereof.



     (b) Amendments and Waivers. The provisions of this Agreement, including the provisions of
this sentence, may not be amended, modified or supplemented, and waivers or consents to departures
from the provisions hereof may not be given unless the Company and the Guarantors have obtained the
written consent of Holders of at least a majority in aggregate principal amount of the outstanding
Registrable Securities affected by such amendment, modification, supplement, waiver or consent;
provided that no amendment, modification, supplement, waiver or consent to any departure
from the provisions of Section 5 hereof shall be effective as against any Holder of Registrable
Securities unless consented to in writing by such Holder. Any amendments, modifications,
supplements, waivers or consents pursuant to this Section 6(b) shall be by a writing executed by
each of the parties hereto.



     (c) Notices. All notices and other communications provided for or permitted hereunder shall
be made in writing by hand-delivery, registered first-class mail, telex, telecopier, or any courier
guaranteeing overnight delivery (i) if to a Holder, at the most current address given by such
Holder to the Company by means of a notice given in accordance with the provisions of this Section
6(c), which address initially is, with respect to the Initial Purchasers, the address set forth in
the Purchase Agreement; (ii) if to the Company and the Guarantors, initially at the Company’s
address set forth in the Purchase Agreement and thereafter at such other address, notice of which
is given in accordance with the provisions of this Section 6(c); and (iii) to such other persons at
their respective addresses as provided in the Purchase Agreement and thereafter at such other
address, notice of which is given in accordance with the provisions of this Section 6(c). All such
notices and communications shall be deemed to have been duly given: at the time delivered by hand,
if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if
mailed; when answered back, if telexed; when receipt is acknowledged, if telecopied; and on the
next Business Day if timely delivered to an air courier guaranteeing overnight delivery. Copies of
all such notices, demands or other communications shall be concurrently delivered by the Person
giving the same to the Trustee, at the address specified in the Indenture.



     (d) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon
the successors, assigns and transferees of each of the



23









 







parties, including, without limitation and without the need for an express assignment,
subsequent Holders; provided that nothing herein shall be deemed to permit any assignment,
transfer or other disposition of Registrable Securities in violation of the terms of the Purchase
Agreement or the Indenture. If any transferee of any Holder shall acquire Registrable Securities
in any manner, whether by operation of law or otherwise, such Registrable Securities shall be held
subject to all the terms of this Agreement, and by taking and holding such Registrable Securities
such Person shall be conclusively deemed to have agreed to be bound by and to perform all of the
terms and provisions of this Agreement and such Person shall be entitled to receive the benefits
hereof. The Initial Purchasers (in their capacity as Initial Purchasers) shall have no liability
or obligation to the Company or the Guarantors with respect to any failure by a Holder to comply
with, or any breach by any Holder of, any of the obligations of such Holder under this Agreement.



     (e) Third Party Beneficiaries. Each Holder shall be a third party beneficiary to the
agreements made hereunder between the Company and the Guarantors, on the one hand, and the Initial
Purchasers, on the other hand, and shall have the right to enforce such agreements directly to the
extent it deems such enforcement necessary or advisable to protect its rights or the rights of
other Holders hereunder.



     (f) Counterparts. This Agreement may be executed in any number of counterparts and by the
parties hereto in separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same agreement.



     (g) Headings. The headings in this Agreement are for convenience of reference only, are not a
part of this Agreement and shall not limit or otherwise affect the meaning hereof.



     (h) Governing Law. This Agreement shall be governed by and construed in accordance with the
laws of the State of New York.



     (j) Entire Agreement; Severability. This Agreement contains the entire agreement between the
parties relating to the subject matter hereof and supersedes all oral statements and prior writings
with respect thereto. If any term, provision, covenant or restriction contained in this Agreement
is held by a court of competent jurisdiction to be invalid, void or unenforceable or against public
policy, the remainder of the terms, provisions, covenants and restrictions contained herein shall
remain in full force and effect and shall in no way be affected, impaired or invalidated. The
Company, the Guarantors and the Initial Purchasers shall endeavor in good faith negotiations to
replace the invalid, void or unenforceable provisions with valid provisions the economic effect of
which comes as close as possible to that of the invalid, void or unenforceable provisions.



24









 





     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above.



	 	 	 	 	 	 	 	 	 
	 	 	LENDER PROCESSING SERVICES,
	 	 	INC.
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	By:
	 	 	 	/s/ Jennifer Alvarado	 	 
	 	 	 	 	 	 	 
	 	 	Name:	 	Jennifer Alvarado	 	 
	 	 	Title:	 	Senior Vice President and Treasurer






	 	 	 
	 

	 	A.S.A.P. Legal Publication Services, Inc.
	 

	 	Aptitude Solutions, Inc.
	 

	 	Arizona Sales and Posting, Inc.
	 

	 	Chase Vehicle Exchange, Inc.
	 

	 	DOCX, LLC
	 

	 	Espiel, Inc.
	 

	 	Fidelity National Loan Portfolio Services, Inc.
	 

	 	Fidelity National Agency Sales and Posting
	 

	 	Fidelity National Loan Portfolio Solutions, LLC
	 

	 	Financial Systems Integrators, Inc.
	 

	 	FIS Asset Management Solutions, Inc.
	 

	 	FIS Capital Markets, LLC
	 

	 	FIS Data Services, Inc.
	 

	 	FIS Field Services, Inc.
	 

	 	FIS Flood Services, L.P.
	 

	 	FIS Foreclosure Solutions, Inc.
	 

	 	FIS Tax Services, Inc. f/k/a Fidelity National Tax
	 

	 	Services, Inc.
	 

	 	FIS Valuation Solutions, LLC f/k/a Hansen Quality, LLC
	 

	 	FNIS Flood Group, LLC
	 

	 	FNIS Flood of California, LLC
	 

	 	FNIS Intellectual Property Holdings, Inc.
	 

	 	FNIS Services, Inc.
	 

	 	Geotrac, Inc.
	 

	 	Indiana Residential Nominee Services, LLC
	 

	 	Investment Property Exchange Services, Inc.
	 

	 	Lender’s Service Title Agency, Inc.
	 

	 	LPS IP Holding Company, LLC
	 

	 	LPS Management, LLC
	 

	 	LRT Record Services, Inc.
	 

	 	LSI Alabama, LLC
	 

	 	LSI Appraisal, LLC
	 

	 	LSI Maryland, Inc.






25









 






	 	 	 
	 

	 	LSI Title Agency, Inc.
	 

	 	LSI Title Company
	 

	 	LSI Title Company of Oregon, LLC
	 

	 	LSI Title Insurance Agency of Utah, Inc.
	 

	 	Maine Residential Nominee Services, LLC
	 

	 	Massachusetts Residential Nominee Services, LLC
	 

	 	McDash Analytics LLC
	 

	 	National Residential Nominee Services Inc.
	 

	 	National Safe Harbor Exchanges
	 

	 	NewInvoice, L.L.C.
	 

	 	OnePointCity, L.L.C.
	 

	 	Residential Lending Services, Inc.
	 

	 	SoftPro, LLC
	 

	 	Strategic Property Investments, Inc.
	 

	 	Vermont Residential Nominee Services, LLC
	 
	 	 
	 

	 	as Guarantors






	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:
	 	 	 	/s/ Jennifer Alvarado	 	 
	 	 	 	 	 	 	 
	 	 	Title:	 	Senior Vice President and Treasurer






26









 





	 	 	 	 	 
	Very truly yours,
	 
	 	 	 	 
	J.P. Morgan Securities Inc., on
	behalf of itself and the several initial
	purchasers
	 
	 	 	 	 
	By: J.P. Morgan Securities Inc.
	 
	 	 	 	 
	By:

	 	/s/ Stathis Karanikolaidis	 	 
	 

	 	 	 	 
	Name:

	 	Stathis Karanikolaidis	 	 
	Title:

	 	Vice President	 	 







27